| Accession Number: | 0001567619-21-017393 |
| Date: | 2021-09-17 |
| Issuer: | PROCEPT BIOROBOTICS CORP (PRCT) |
| Original Submission Date: |
VIKING GLOBAL INVESTORS LP
55 RAILROAD AVENUE
GREENWICH, CT 06830
VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP
MORGAN STANLEY SERVICES (CAYMAN)
CRICKET SQ., HUTCHINS DR., P.O. BOX 2681
GRAND CAYMAN, E9 KY1-1111
VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC
55 RAILROAD AVENUE
GREENWICH, CT 06830
VIKING GLOBAL OPPORTUNITIES GP LLC
55 RAILROAD AVENUE
GREENWICH, CT 06830
HALVORSEN OLE ANDREAS
C/O VIKING GLOBAL INVESTORS LP
280 PARK AVE 35TH
NEW YORK, NY 10017
OTT DAVID C.
C/O VIKING GLOBAL INVESTORS LP
280 PARK AVE 35TH
NEW YORK, NY 10017
SHABET ROSE SHARON
C/O VIKING GLOBAL INVESTORS LP
280 PARK AVE 35TH
NEW YORK, NY 10017
DRAGSA 88 LLC
55 RAILROAD AVE
GREENWICH, CT 06830
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | 2021-09-17 | C | 3,407,028 | a | $0.00 | 3,715,170 | indirect | ||
| COMMON STOCK | 2021-09-17 | C | 678,985 | a | $0.00 | 4,394,155 | indirect | ||
| COMMON STOCK | 2021-09-17 | C | 113,737 | a | $0.00 | 4,507,892 | indirect | ||
| COMMON STOCK | 2021-09-17 | P | 400,000 | a | $35.00 | 400,000 | indirect |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SERIES E PREFERRED STOCK | 0.0 | 2021-09-17 | deemed execution date | C | 3,407,028 (d) | common stock 3,407,028 | $0.00 | 0 | indirect | see explanation responses | ||
| SERIES F PREFERRED STOCK | 0.0 | 2021-09-17 | deemed execution date | C | 678,985 (d) | common stock 678,985 | $0.00 | 0 | indirect | see explanation responses | ||
| SERIES G PREFERRED STOCK | 0.0 | 2021-09-17 | deemed execution date | C | 113,737 (d) | common stock 113,737 | $0.00 | 0 | indirect | see explanation responses |
| ID | footnote |
|---|---|
| f1 | andreas halvorsen, david c. ott and rose s. shabet are executive committee members of certain management entities, including viking global partners llc, the general partner of viking global investors lp ("vgi") and viking global opportunities gp llc ("opportunities gp"), the sole owner of viking global opportunities portfolio gp llc ("opportunities portfolio gp"). vgi provides managerial services to various investment funds and vehicles, including viking global opportunities illiquid investments sub-master lp ("opportunities fund") and dragsa 88 llc ("dragsa 88"). each of vgi, mr. halvorsen, mr. ott and ms. shabet (collectively the "reporting persons") may be deemed to beneficially own all of the securities reported on this form. |
| f2 | these shares are held directly by opportunities fund. vgi provides managerial services to opportunities fund. because of the relationship between vgi and opportunities fund, vgi may be deemed to beneficially own the shares held directly by opportunities fund. |
| f3 | opportunities portfolio gp is the general partner of opportunities fund. because of the relationship between opportunities portfolio gp and opportunities fund, opportunities portfolio gp may be deemed to beneficially own the shares held directly by opportunities fund. opportunities gp is the sole owner of opportunities portfolio gp. because of the relationship between opportunities gp and opportunities portfolio gp, opportunities gp may be deemed to beneficially own the shares held directly by opportunities fund. |
| f4 | the reporting persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of section 16 of the securities exchange act of 1934, as amended (the "exchange act"), or for any other purpose. |
| f5 | the series e preferred units were convertible into shares of common stock on a 1:1 basis, at the reporting person's election, without payment of further consideration, and automatically converted immediately prior to the closing of the initial public offering (the "closing") of procept biorobotics corp (the "issuer"). the shares had no expiration date. |
| f6 | the series f preferred units were convertible into shares of common stock on a 1:1 basis, at the reporting person's election, without payment of further consideration, and automatically converted immediately prior to the closing. the shares had no expiration date. |
| f7 | the series g preferred units were convertible into shares of common stock on a 1:1 basis, at the reporting person's election, without payment of further consideration, and automatically converted immediately prior to the closing. the shares had no expiration date. |
| f8 | these shares are held directly by dragsa 88. vgi provides managerial services to dragsa 88. because of the relationship between vgi and dragsa 88, vgi may be deemed to beneficially own the shares held directly by dragsa 88. |
| f9 | the membership interests of dragsa 88 are held by viking global opportunities intermediate lp and viking global opportunities lp. opportunities gp is the general partner of viking global opportunities lp and viking global opportunities intermediate lp. because of the relationship between opportunities gp and dragsa 88, opportunities gp may be deemed to beneficially own the shares of common stock held directly by dragsa 88. |
